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46 Things We Learned from Steven Soderbergh’s ‘Out of Sight’ Commentary

“A good producer can be a help, a bad producer can kill you.”
Lopez and Clooney in Out Of Sight
Universal Pictures
By  · Published on June 11th, 2022

Welcome to Commentary Commentary, where we sit and listen to filmmakers talk about their work, then share the most interesting parts. In this edition, Rob Hunter revisits Steven Soderbergh’s Out of Sight.

Steven Soderbergh has made more movies since “retiring” than I have made in my entire life — for clarity, I have made zero — but it’s long been clear that the man can’t not make movie. He’s directed roughly thirty-three features, averaging nearly one per year since his debut in 1989, and it’s his seventh movie that brings us here today. Out of Sight wasn’t originally meant for him, but fate intervened with the result being a stellar adaptation of Elmore Leonard‘s novel.

Out of Sight is new to 4K UHD from KL Studio Classics, and among the many reasons that make it worth adding to your collection is a commentary track that is a real joy to listen to. He’s joined by the film’s writer, Scott Frank, and the two share an entertaining and informative chat. Now keep reading to see what I heard on the commentary for Out of Sight

Out of Sight (1998)

Commentators: Steven Soderbergh (director), Scott Frank (writer)

1. Producer Michael Shamberg spent months telling Soderbergh that the opening title credits needed music or a song instead of just the street sounds, “and I got really steamed at him… I think it’s because I knew he was right and I was resisting it.”

2. By contrast, they were also told they had to have the Universal Pictures theme over the opening logo, but they won that battle, “if you can call it a battle.”

3. The Out of Sight script originally stuck to chronological order for its sequences, but it wasn’t working so Frank switched things up and returned to an earlier idea that allowed it to unfold in a jumbled order like in Elmore Leonard’s novel.

4. Barry Sonnenfeld was initially attached to direct, but they couldn’t quite agree as to what the movie was going to be. He asked what it was like, Frank replied that he wasn’t really sure, and Sonnenfeld decided to go make a movie that he was far clearer on. That film turned out to be 1999’s Wild Wild West, so make of that what you will.

5. The tracking shot at 4:01 features a lens flare, and when Soderbergh noticed cinematographer Elliot Davis attaching a flag to the camera to eliminate it he acted quickly to keep the flare instead.

6. The prison basketball scene was one of the most difficult for George Clooney as he’s quite good at the game but had to pretend to be bad. “To be bad in front of 500 cons at Angola Prison in Louisiana absolutely destroyed him, he was so mortified.”

7. The actor jogging with Luis Guzman at 6:00 is Paul Swallow, and he was very popular with the very real inmates in the yard. One prisoner shoved Guzman aside to get next to Swallow and told him “I wanna ride you!”

8. Clooney wanted to cut the conversation between his character Jack Foley and Chino (Guzman) because he hated his performance. It was late in the day, and Clooney was tired, but Soderbergh feels it works.

9. “One thing I miss from the script,” says Frank only to be immediately interrupted with Soderbergh saying “Oh here we go.” Frank misses some backstory between Karen Sisco (Jennifer Lopez) and her father Marshall (Dennis Farina). Soderbergh prefers merely hinting at it.

10. Jack hits a guard with a flower vase, but in the script it was supposed to be a cross. Producer Danny DeVito was worried about using the religious symbol so they changed it to the vase.

11. Clooney’s delivery at 15:30 of “Don’t point that thing at me” is him doing James Garner.

12. The “infamous” trunk scene was originally crafted as a single shot — they did forty-five takes with take forty-four ending up in an early cut — but Out of Sight preview audiences hated it. “It’s really hard to find words to describe how derailed the audience became,” says Soderbergh with Frank adding that “it just layed there.” They went back and reshot the scene, and Soderbergh still kicks himself for not recognizing earlier that it wouldn’t work.

13. “You never know what’s important and what’s not important until it’s there,” says Frank. “Yeah,” adds Soderbergh, “but you keep thinking as you make more movies that you will know, but then you never do.”

14. Clooney was “really sick” during the night shoots for the scene where Karen shoots through the trunk.

15. They couldn’t film this whole sequence — Karen exiting the trunk, the introduction of Glenn Michaels (Steve Zahn) — in Louisiana during principal photography because its was cold and you could see the actors’ breath, so these beats were shot later in California… where it was in the 40s.

16. The prison scene at 26:00 was populated by extras from an “ex-cons for Christ” group.

17. Karen’s fantasy about catching Jack in the bathtub originally included her overhearing Jack and Buddy Bragg (Ving Rhames) talking about baths, but they decided it felt too convincing regarding the pair’s relationship.

18. Soderbergh put a “crash cam” in the center barrel for the crash at 34:23, and he was watching on a live feed. The shot looked amazing with the close-up view of the car spinning, the wheel slamming into the lens, and the camera breaking. When they checked the dailies, though, they realized the camera had malfunctioned and didn’t actually start recording until the impact itself.

19. The live feed mentioned above, referred to be Soderbergh as a “video tap,” is something he no longer uses as he feels it makes a filmmaker passive.”I think it pulls the energy on the set away from where it ought to be which is where the camera is and where the actors are.”

20. Frank created the scene between Maurice Miller (Don Cheadle), Richard Ripley (Albert Brooks), and Jack in the library. Soderbergh praises his ability “to mimic, or reproduce I should say, what’s the kindest word I can use? Rip-off [Leonard’s] voice.”

21. Don’t worry, that’s a fake fish being squished at 39:50.

22. The idea to have Michael Keaton reprise his character of Ray Nicolette from Jackie Brown (1997) — Ray is in both of Leonard’s novels — was followed by a call to Quentin Tarantino who invited Soderbergh into his editing suite to see all of Keaton’s footage. Keaton did his work here for free.

23. The photo of Clooney at 48:15 was shot by Soderbergh in his own LA apartment on the same camera he used to film Schizopolis (1996).

24. The POV driving scenes in Detroit that start at 56:56 are among Soderbergh’s favorite scenes in the film. “I shot all this stuff myself, on January 14th 1998, my 35th birthday. I was on the front of an insert car shooting this stuff, it was cold as all get out, I had frozen tears going down my face.”

25. “I think for the most part in this movie the actors all brought something,” says Frank, but he refuses to elaborate regarding “for the most part” despite Soderbergh’s asking.

26. Frank loves the transition at 1:01:32 — the violence is unfolding in the background as Maurice (Cheadle) spray paints the screen red — and compliments Soderbergh who adds only that “I don’t know if it means anything.”

27. They mention the “dew rag controversy” regarding Maurice’s appearance outside of prison. The character wears a purple dew rag at all times in Leonard’s novel, but Cheadle suggested that he wouldn’t do so on the outside as he was intentionally trying to change his image. Soderbergh agreed, but Leonard — who happened to visit the set one day while filming a non dew rag scene — had other thoughts.

28. He mentions a few times about characters’ breath being visible and starts to say you can’t buy that feeling of cold — but then he corrects himself adding “in Titanic they digitally added the breath in everybody’s mouth, so you can buy it, but I can’t buy it.”

29. There are two characters named Ray here, and it still bugs them that they didn’t realize it until it was too late. “That’s really lame.”

30. The conversation between Karen and Moselle (Viola Davis) at 1:08:15 was shot in two different locations. The shots on Lopez were filmed on location in Detroit, and the shots on Davis were filmed months later on a soundstage in Los Angeles. “I hate doing stuff like this.”

31. Clooney was attached to the movie before Soderbergh came aboard. “I inherited him and couldn’t get rid of him.”

32. The cocktail lounge sequence between Jack and Karen was filmed on a soundstage. They had debated filming in the real one atop the Westin Hotel, but went the other direction instead.

33. Frank wonders aloud why Soderbergh doesn’t cut to the three guys at the bar when Jack takes a seat at Karen’s table — we just watched her rebuff their advances — and the director says only that you want to stay on Jack and Karen. “Huge laugh gone forever now,” says Frank. Soderbergh disagrees.

34. Clooney actually had the idea to shave his hairline up to make his character look a little bit older. It’s best noticed around 1:21:10, and while it made Soderbergh paranoid that people would notice he loves the choice.

35. The hotel seduction scene between Jack and Karen was modeled in part on Nicolas Roeg’s Don’t Look Now (1973). That film intercuts a love scene with shots of the players getting dressed afterwards, and “there was something about the juxtaposition of those two events that was so intimate that you would never think it would be, and I just decided to rip that off.”

36. Traditional sex scenes bore Soderbergh, and he paraphrases someone else saying “As soon as an actor takes their clothes off in a movie you’re watching a documentary.” The audience stops seeing the character and instead sees a naked actor. “I don’t know how to shoot it.”

37. The conversation with Jack in bed and the nighttime outside the hotel window at 1:27:00 was filmed on a set. The scene cost the film an extra $100,000 because the fake city lights weren’t flickering properly and had to be digitally tweaked.

38. Soderbergh considered adding a post-credits scene showing Glenn in a bar telling the story as if he had been the central character and hero. He also thought about doing something similar for the film’s trailer.

39. “I wasn’t thrilled with the domestic trailer,” says Soderbergh, but he loves the UPI international ones for Out of Sight.

40. The home invasion/robbery at 1:36:45 is substantially different in Leonard’s novel, and per Frank, “it’s the only thing in the book that doesn’t quite work.” There are no diamonds and Richard isn’t even home leaving Jack with no believable reason for joining in on the break-in.

41. The house is a real one in Bloomfield Hills and was in the process of being built. The interiors had yet to be constructed, so fake interiors were built on sound stages in LA. The owners of the real house visited the LA set, loved the design of some of the rooms, and asked for a copy of the plans so they could recreate them in the real house.

42. Perennial Plumbing is written on the side of the van, and it’s a running gag for Soderbergh since 1995’s The Underneath. “In the film I’m preparing right now, The Limey, there’s a Perennial Fishing Company, and in the football movie I’m supposed to make with Clooney soon there’s a company called Perennial, so it’s my little thing.” The pair never made a football movie together, so I’m guessing one of two things — either he was initially attached to Clooney’s Leatherheads (2008), or “football” is code for Ocean’s Eleven (2001).

43. Soderbergh thinks Clooney runs like Redd Foxx.

44. They had to extend Jack’s response to White Boy Bob’s (Keith Loneker) death a bit longer because audiences were laughing so much at the method of the big man’s demise.

45. Composer David Holmes describes parts of his Out of Sight score as “a combination of Dirty Harry and The Rockford Files.”

46. “I stole it from To Live and Die in L.A.,” says Soderbergh regarding his choice to remove the non-music sounds after Karen shoots Jack. William Friedkin removes everything during part of a car chase in his 1985 masterpiece except for the sound of William Petersen’s breathing, “and it’s an amazing sort of abstract moment.”

Best in Context-Free Commentary

“Here we go, another episode of a couple of white guys sitting around talking.”

“[He] plays one of the leads in Schizopolis which I’m sure you’ve all seen.”

“We could sit here and poke holes in this thing all night.”

“Do people actually listen to these?”

“I’ve been stealing from him for years.”

“Believe me folks, the animal rights people are very on top of things these days.”

“You turned this movie into a sitcom.”

“Lot of fat on this movie.”

“Most things I thought were important just don’t matter.”

“That’s my shot from The Haunting that I stole.”

“We were gonna have a scene where Ving actually goes to the airport and runs into Jack Lemmon and gives him the diamonds.”

“Let’s face it, every problem we had was with the script.”

“A good producer can be a help, a bad producer can kill you.”

Final Thoughts

Soderbergh always gives great commentary — here he is talking on The Limey (1999) and Point Blank (1967) — and Out of Sight is no different. He and Frank show both respect and admiration for each other’s talents despite sending some zings each other’s way, and their love extends to the rest of the cast and crew as well. They share anecdotes from the production, technical details on camera choice and lighting, and offer up the thought process that led to various scenes. It’s a very fun listen between two friends who love movies.

Read more Commentary Commentary from the archives.

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Rob Hunter has been writing for Film School Rejects since before you were born, which is weird seeing as he's so damn young. He's our Chief Film Critic and Associate Editor and lists 'Broadcast News' as his favorite film of all time. Feel free to say hi if you see him on Twitter @FakeRobHunter.